Quimbaya Gold Inc. — Proxy Solicitation & Information Statement 2025

Feb 19, 2025

Quimbaya

Notice-and-Access Notification to Beneficial Shareholders

Annual General & Special Meeting of Quimbaya Gold Inc.

Date & Time

March 28, 2025 at 10:00 am (MST)

Location

Suite 1000 – 250 2nd Street SW, Calgary, Alberta, T2P 0C1.

Shareholders wishing to participate at the Meeting virtually by teleconference may dial the following phone number approximately five minutes prior to the commencement of the Meeting:

+1 587-774-8973 (Calgary), Phone Conference ID: 830483074#.

You are receiving this notice as Quimbaya Gold Inc. ("Quimbaya" or the "Company") has elected to use the notice-and-access model for delivery of meeting materials to its shareholders who do not hold their common shares in their own name ("beneficial shareholders"). Under notice-and-access, beneficial shareholders receive a voting instruction form enabling them to vote at Quimbaya's Annual General & Special Meeting (the "Meeting"). However, instead of receiving a paper copy of the Management Information Circular (the "Information Circular") and Notice of Meeting (together the "meeting materials"), beneficial shareholders receive this notice with information on how they may access the meeting materials electronically. Beneficial shareholders should follow the instructions below to view the meeting materials on the internet. This communication presents only an overview of the more complete meeting materials that are available to beneficial shareholders on the internet.

MATTERS TO BE VOTED UPON AT THE MEETING

The matters to be considered at the meeting are listed below, as further described in the "Business to be Dealt with at the Meeting" section in the Information Circular:

1. to receive and consider the audited financial statements of the Company for the year ended December 31, 2023;
2. to fix the number of directors of the Company for the ensuing year at five (5);
3. to elect, individually, Alexandre P. Boivin, Juan Fernando Sanchez, Pietro Solari, Olivier Berthiaume and Sebastian Wahl as the directors of the Company to serve until the next annual meeting of the shareholders;
4. to appoint MNP LLP, Chartered Professional Accountants, as auditors of the Company to hold office until the conclusion of the next annual meeting of the shareholders and to authorize the board of directors to fix the auditors' remuneration payable thereto;
5. to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution approving the Company's Long-Term Performance Incentive Plan ("LTIP"), as set forth in the Information Circular; and
6. to consider and, if deemed advisable, to pass, with or without variation, a special resolution of the Company, approving the continuance (the "Continuance") of the Company out of the federal jurisdiction of Canada under the Canada Business Corporations Act into the jurisdiction of British Columbia under the Business Corporations Act (British Columbia) and to further authorize the board of directors of the Company to determine when and if to effect any such Continuance, as more particularly described in the Information Circular of the Company.

HOW TO ACCESS THE MEETING MATERIALS ONLINE

You can access the meeting materials on the internet at: https://www.quimbayagold.com/agsm or under Quimbayas' profile at www.sedarplus.ca. You are reminded to view the meeting materials before voting.

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HOW TO RECEIVE A PAPER COPY

Beneficial shareholders may request a paper copy of the meeting materials by postal delivery at no cost to them by emailing proxy@olympiatrust.com or by calling Toll Free 1-866-668-8379. Requests may be made up to one year from the date the meeting materials are filed on SEDAR. In order to allow reasonable time to be allotted for a beneficial shareholder to receive and review a paper copy of the meeting materials in advance of the proxy deposit date and time as set out in the accompanying voting instruction form, any beneficial holder wishing to request a paper copy of the meeting materials as described above, should ensure such request is received no later than March 14, 2025. If you do request a paper copy of the meeting materials, please note that another voting instruction form will not be sent; please retain the enclosed voting instruction form for voting purposes.

HOW TO VOTE

Vote by Telephone or Mail: To vote your common shares by telephone or by mail, please follow the instructions on the enclosed voting instruction form by the deadline noted.

Vote by Internet: To vote your common shares using the Internet, go to www.proxyvote.com and follow the instructions using the control number on your voting instruction form by the deadline noted.

Vote by Facsimile: To vote your common shares via Facsimile, please complete the enclosed voting instruction form and send refer to instructions on voting instruction form.

Beneficial shareholders with general questions about notice-and-access may contact Olympia Trust Company, in its capacity as registrar and transfer agent for Quimbaya, Toll Free at 1-866-668-8379.